Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-33638
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada
98-0668474
(State or other jurisdiction of incorporation or organization)
(I.R.S. EmployerIdentification No.)
1570 - 200 Burrard StreetVancouver, British Columbia, Canada
(Address of Principal Executive Offices)
V6C 3L6
(Zip code)
Registrant’s telephone number, including area code: (604) 683-6332
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol(s):
Name of each exchange on which registered:
Common Shares, no par value
THM
NYSE American
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
Non-accelerated filer
☒
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 31, 2025, the registrant had 207,885,473 common shares outstanding.
Page
Part I
FINANCIAL INFORMATION
Item 1
Financial Statements
5
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3
Quantitative and Qualitative Disclosures About Market Risk
20
Item 4
Controls and Procedures
21
Part II
OTHER INFORMATION
Legal Proceedings
22
Item 1A
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5
Other Information
Item 6
Exhibits
23
SIGNATURES
24
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of International Tower Hill Mines Ltd. (“we,” “us,” “our,” “ITH” or the “Company”) in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:
Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
PART 1
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
As at September 30, 2025 and December 31, 2024
(Expressed in US Dollars - Unaudited)
Note
September 30, 2025
December 31, 2024
ASSETS
Current
Cash and cash equivalents
1
$
2,277,809
992,487
Prepaid expenses and other
199,043
144,693
Total current assets
2,476,852
1,137,180
Property and equipment
7,465
Mineral property
4
55,375,124
Total assets
57,859,441
56,519,769
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
80,018
38,374
Accrued liabilities
220,420
139,103
Total liabilities
300,438
177,477
Shareholders’ equity
Share capital, no par value; unlimited number of authorized shares; 207,885,473 and 199,693,442 shares issued and outstanding at September 30, 2025 December 31, 2024, respectively
6
294,980,859
291,169,769
Contributed surplus
37,482,362
36,923,555
Accumulated other comprehensive income
1,586,389
1,413,118
Deficit
(276,490,607)
(273,164,150)
Total shareholders’ equity
57,559,003
56,342,292
Total liabilities and shareholders’ equity
General Information and Nature of Operations (Note 1)
Commitments (Note 8)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Nine Months Ended September 30, 2025 and 2024
Three Months Ended
Nine Months Ended
September 30, 2024
Operating expenses
Consulting fees
83,130
61,509
632,528
474,120
Insurance
35,697
50,984
147,844
155,071
Investor relations
8,830
8,580
52,728
50,668
Mineral property exploration
215,361
119,401
1,165,757
878,456
Office
5,999
4,882
15,917
16,571
Other
4,106
4,411
11,285
12,746
Professional fees
80,021
57,398
168,835
176,294
Regulatory
62,563
59,478
157,260
153,617
Rent
33,794
33,795
101,376
101,385
Travel
25,427
16,407
35,531
29,104
Wages and benefits
237,958
243,496
729,614
711,341
Total operating expenses
(792,886)
(660,341)
(3,218,675)
(2,759,373)
Other income (expenses)
Gain/(Loss) on foreign exchange
40,071
(22,473)
(168,360)
41,962
Interest income
20,512
15,512
60,578
72,886
Total other income (expenses)
60,583
(6,961)
(107,782)
114,848
Net loss for the period
(732,303)
(667,302)
(3,326,457)
(2,644,525)
Other comprehensive income (loss)
Exchange difference on translating foreign operations
(43,081)
23,640
173,271
(46,040)
Total other comprehensive income (loss) for the period
Comprehensive loss for the period
(775,384)
(643,662)
(3,153,186)
(2,690,565)
Basic and diluted loss per share
(0.00)
(0.02)
(0.01)
Weighted average number of shares outstanding – basic and diluted
207,885,473
199,693,442
206,138,278
199,457,185
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Nine Months Ended September 30, 2024
Accumulated
Number of
Share
Contributed
Comprehensive
Shares
Capital
Surplus
Income
Total
Balance, December 31, 2023
195,885,531
288,866,139
36,309,865
1,528,828
(269,564,778)
57,140,054
Share issuance
3,807,911
2,528,453
—
Share issuance costs
(224,823)
Stock-based compensation-options
83,627
Stock-based compensation-DSUs
293,242
Net loss
Balance, September 30, 2024
36,686,734
1,482,788
(272,209,303)
57,129,988
Three Months Ended September 30, 2024
Balance, June 30, 2024
36,669,198
1,459,148
(271,542,001)
57,756,114
17,536
Nine Months Ended September 30, 2025
Balance, December 31, 2024
8,192,031
3,932,994
(121,904)
221,373
337,434
Balance, September 30, 2025
Three Months Ended September 30, 2025
Balance, June 30, 2025
37,433,536
1,629,470
(275,758,304)
58,285,561
48,826
7
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2025 and 2024
Operating Activities
Loss for the period
Add items not affecting cash:
Changes in non-cash items:
Accounts receivable
(21,467)
5,749
(29,018)
106,154
Accounts payable and accrued liabilities
121,428
(45,904)
Cash and cash equivalents used in operating activities
(2,696,707)
(2,201,657)
Financing Activities
Issuance of shares
Cash and cash equivalents provided by financing activities
3,811,090
2,303,630
Effect of foreign exchange on cash
170,939
(43,432)
Change in cash and cash equivalents
1,285,322
58,541
Cash and cash equivalents, beginning of the period
1,687,690
Cash and cash equivalents, end of the period
1,746,231
8
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Nine Months Ended September 30, 2025 and 2024
(Expressed in US dollars – Unaudited)
1. GENERAL INFORMATION AND NATURE OF OPERATIONS
International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.
International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At September 30, 2025, the Company has a 100% interest in its Livengood Gold Project in Alaska, U.S.A (the “Livengood Gold Project”).
These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
As at September 30, 2025, the Company had cash and cash equivalents of $2,277,809 compared to $992,487 at December 31, 2024. The Company has no revenue generating operations from which it can internally generate funds.
The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. The amount of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. As at November 6, 2025, management believes that the Company will need to secure additional financing in order to have sufficient financial resources to maintain its operations for the next twelve months. As a result, there is substantial doubt about its ability to continue as a going concern.
2. BASIS OF PRESENTATION
These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at September 30, 2025 and the results of its operations for the nine months then ended. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
9
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
On November 6, 2025, the Board of Directors of the Company (the “Board”) approved these unaudited condensed consolidated interim financial statements.
All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.
Basis of consolidation
These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:
There were no financial instruments measured at fair value.
4. MINERAL PROPERTY
The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the three months ended September 30, 2025:
Mineral property costs
Amount
Acquisition costs
10
The following table presents costs incurred for mineral property activities for the nine months ended September 30, 2025 and 2024:
Mineral property costs:
Aircraft
11,400
10,790
Environmental
177,667
175,192
Equipment rental
17,337
27,161
Field costs
179,304
93,376
Geological/geophysical
12,482
Land maintenance and tenure
706,161
554,195
Legal
65,698
11,052
Transportation and travel
(4,292)
6,690
Total expenditures for the period
Livengood Gold Project Property
The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.
Details of the leases are as follows:
11
Title to mineral properties
The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken reasonable precautions to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.
5. ACCRUED LIABILITIES
The following table presents the Company’s accrued liabilities balances at September 30, 2025 and December 31, 2024.
176,985
83,876
Accrued salaries and benefits
43,435
55,227
Total accrued liabilities
Accrued liabilities at September 30, 2025 include accruals for general corporate costs and project costs of $58,018 and $118,967, respectively. Accrued liabilities at December 31, 2024 include accruals for general corporate costs and project costs of $44,831 and $39,045, respectively.
6. SHARE CAPITAL
Authorized
The Company’s authorized share capital consists of an unlimited number of common shares, no par value. At December 31, 2024 and September 30, 2025, there were 199,693,442 and 207,885,473 shares issued and outstanding, respectively.
12
Share issuances
During the nine months ended September 30, 2025, the Company issued 8,192,031 common shares pursuant to a $3,932,994 non-brokered private placement at a price of $0.4801 per common share to existing major shareholders of the Company.
Stock options
The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant.
A summary of the options outstanding under the Stock Option Plan as of September 30, 2025 and December 31, 2024 is presented below:
Year Ended
Weighted
Average
Aggregate
Exercise Price
Intrinsic Value
Options
(C$)
Balance, beginning of the period
4,152,232
0.78
1,787,049
0.92
Granted
240,000
1.25
2,740,000
0.67
Forfeited/cancelled
(500,000)
0.64
Expired
(437,232)
1.14
(374,817)
0.61
Balance, end of the period
3,455,000
0.79
5,150,800
2,400
The weighted average remaining life of options outstanding at September 30, 2025 was 2.0 years.
13
Further details regarding stock options outstanding as at September 30, 2025 and December 31, 2024 are presented below:
Exercise
Expiry Date
Price (C$)
Exercisable
February 1, 2025
1.35
250,000
August 26, 2025
0.85
187,232
May 27, 2026
255,000
May 25, 2027
1.31
May 24, 2028
May 23, 2029
0.63
160,000
May 29, 2030
0.94
80,000
December 2, 2026
2,000,000
1,000,000
2,500,000
June 4, 2031
2,215,000
2,412,232
A summary of the non-vested options as of September 30, 2025 and changes during the nine months ended September 30, 2025 is as follows:
Weighted average
grant-date fair value
Non-vested options:
options
Outstanding at December 31, 2024
1,740,000
0.28
0.87
0.13
Vested
(240,000)
Outstanding at September 30, 2025
1,240,000
0.38
At September 30, 2025, there was unrecognized compensation expense of C$282,780 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 1.2 years.
Deferred Share Unit Incentive Plan
On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).
During the nine months ended September 30, 2025, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 66,400 DSUs for a total of 332,000 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$1.25 per DSU, representing C$83,000 per director or C$415,000 in the aggregate.
Each DSU entitles the holder to receive one common share of the Company’s stock without the payment of any consideration. The DSUs vest immediately upon being granted, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.
14
DSUs outstanding as at September 30, 2025 and December 31, 2024 are as follows:
Weighted Average
Average Exercise
Units
3,144,102
0.84
2,702,612
0.83
Issued
332,000
441,490
3,476,102
0.88
Share-based payments
During the nine months ended September 30, 2025, there were 240,000 stock options granted under the Stock Option Plan and 332,000 DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the nine months ended September 30, 2025 totalled $558,807 ($221,373 related to stock options and $337,434 related to DSUs). Of the total expense for the period ended September 30, 2025, $457,529 was included in consulting fees ($120,095 related to stock options and $337,434 related to DSUs), $6,752 related to stock options was included in investor relations, and $94,526 related to stock options was included in wages and benefits in the statement of operations and comprehensive loss.
During the nine months ended September 30, 2024, there were 240,000 stock options granted under the Stock Option Plan and 441,490 DSUs granted under the DSU Plan. Share-based payment compensation for the nine months ended September 30, 2024 totaled $359,333 ($66,091 related to stock options and $293,242 related to DSUs). Of the total expense for the period ended September 30, 2024, $297,373 was included in consulting fees ($4,131 related to stock options and $293,242 related to DSUs), $4,131 was included in investor relations, and $57,829 was included in wages and benefits in the statement of operations and comprehensive loss.
YTD September 30, 2025
YTD September 30, 2024
Expected life of options
years
Risk-free interest rate
2.90
%
3.75
Annualized volatility
78.48
76.79
Dividend rate
0.00
Exercise price (C$)
15
7. SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:
Canada
United States
Current assets
2,133,597
343,255
2,141,062
55,718,379
652,473
484,707
659,938
55,859,831
Net loss for the period – Canada
(178,464)
(178,812)
Net loss for the period – United States
(553,839)
(488,490)
(1,244,791)
(807,247)
(2,081,666)
(1,837,278)
8. COMMITMENTS
The following table discloses the Company’s contractual obligations as of September 30, 2025, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures (as summarized in the table below) in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make any such payments or incur any such expenditure, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:
Payments Due by Year
2025
2026
2027
2028
2029
2030 and beyond
Mineral Property Leases(1)
698,088
705,814
713,637
721,557
729,576
3,568,672
Mining Claim Government Fees
165,790
214,790
1,239,740
912,878
920,604
928,427
936,347
944,366
4,808,412
16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 as well as the “Forward Looking Statements” legend contained elsewhere in this report. All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.
Current Business Activities
General
International Tower Hill Mines Ltd. (“ITH” or the “Company”) consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project.” The Company has not yet begun extraction of mineralization from the deposit or reached commercial production. The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2024, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary attached as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, filed with the SEC on October 17, 2023. A more complete description of the Livengood Gold Project, including detailed presentation of resources and reserves, is set forth in Part I, Item 2. Properties of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 12, 2025.
Recent Developments
Livengood Gold Project Pre-Feasibility Study
On March 4, 2025, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately US$3.9 million. The Private Placement consisted of 8,192,031 common shares of the Company at a price of US$0.4801 per common share.
On March 12, 2025, the Company announced that the Board had approved a 2025 budget of $3.7 million and endorsed the associated 2025 work program to advance the Livengood Gold Project. The 2025 work program includes a metallurgical study of the massive stibnite antimony mineralization, advancing the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, and continuing community engagement. On September 4, 2025, the Company issued a press release providing a progress report on the antimony metallurgy study at the Livengood Gold Project.
Results of Operations
Summary of Quarterly Results
Description
June 30, 2025
March 31, 2025
Net income (loss)
(1,925,086)
(669,068)
(954,847)
Basic and diluted net gain (loss) per common share
June 30, 2024
March 31, 2024
December 31, 2023
(1,431,915)
(545,308)
(716,184)
Three Months Ended September 30, 2025 compared to Three Months Ended September 20, 2024
The Company had a net loss of $732,303 for the three months ended September 30, 2025, compared to a net loss of $667,302 for the three months ended September 30, 2024.
Mineral property expenditures were $215,361 and $119,401 for the three months ended September 30, 2025 and September 30, 2024, respectively. The increase of $95,960 was primarily due higher field supplies and services for an increase of $57,924 and timing variances for land-related legal services for an increase of $27,853, environmental activities for an increase of $8,942, and land maintenance for an increase of $1,241.
Professional fees were $80,021 and $57,398 for the three months ended September 30, 2025 and September 30, 2024, respectively. The increase of $22,623 was primarily due to timing variances for legal services for an increase of $17,425, accounting and tax services for an increase of $7,979, partially offset by XBRL services for a decrease of $2,781.
Travel costs were $25,427 and $16,407 for the three months ended September 30, 2025 and September 30, 2024, respectively. The increase of $9,020 was primarily due to timing variances of actual travel.
Excluding share-based costs of $26,550 and $1,096 for the three months ended September 30, 2025 and September 30, 2024, respectively, consulting fees were $56,580 and $60,413 for the three months ended September 30, 2025 and September 30, 2024, respectively. The decrease of $3,833 was primarily due to decreased consulting services.
Insurance costs were $35,697 and $50,984 for the three months ended September 30, 2025 and September 30, 2024, respectively. The decrease of $15,287 was primarily due to a change in insurance providers.
Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
Share - based payment charges
Share - based payment charges for the three months ended September 30, 2025 and 2024 were allocated as follows:
Expense category:
Consulting
26,550
1,096
1,485
20,791
15,344
Share-based payment charges were $48,826 during the three months ended September 30, 2025 compared to $17,536 during the three months ended September 30, 2024. The increase of $31,290 was mainly the result of equity compensation issued or granted to certain contractors of the Company on December 2, 2024, as compared to the three months ended September 30, 2024.
Other items amounted to total other income of $60,583 during the three months ended September 30, 2025 compared to total other expense of $6,961 during the three months ended September 30, 2024. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange gain of $40,071 during the three months ended September 30, 2025, compared to a loss of $22,473 during the three months ended September 30, 2024. The average exchange rate during the three months ended September 30, 2025 was C$1 to $0.7261, compared to C$1 to $0.7332 during the three months ended September 30, 2024. Interest income was $20,512 for the three months ended September 30, 2025, compared to $15,512 for the three months ended September 30, 2024.
Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
The Company had a net loss of $3,326,457 for the nine months ended September 30, 2025, compared to a net loss of $2,644,525 for the nine months ended September 30, 2024.
18
Mineral property expenditures were $1,165,757 and $878,456 for the nine months ended September 30, 2025 and September 30, 2024, respectively. The increase of $287,301 was primarily due to a higher advance minimum royalty payment for an increase of $151,965 and higher field supplies and services for an increase of $68,206, and timing variances for land-related legal services for an increase of $54,646 and environmental activities for an increase of $12,484.
Excluding share-based costs of $457,529 and $298,469 for the nine months ended September 30, 2025 and September 30, 2024, respectively, consulting fees were $174,999 and $175,651 for the nine months ended September 30, 2025 and September 30, 2024, respectively. The decrease of $652 was primarily due to decreased consulting services.
Share-based payment charges
Share-based payment charges for the nine months ended September 30, 2025 and 2024 were allocated as follows:
457,529
298,469
6,752
5,227
94,526
73,173
558,807
376,869
Share-based payment charges were $558,807 during the nine months ended September 30, 2025 compared to $376,869 during the nine months ended September 30, 2024. The increase of $181,938 was mainly the result of equity compensation issued or granted to certain contractors of the Company on December 2, 2024, as compared to the nine months ended September 30, 2024.
Other items amounted to total other expense of $101,782 during the nine months ended September 30, 2025 compared to total other income of $114,848 during the nine months ended September 30, 2024. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange loss of $168,360 during the nine months ended September 30, 2025, compared to a gain of $41,962 during the nine months ended September 30, 2024. The average exchange rate during the nine months ended September 30, 2025 was C$1 to $0.7152, compared to C$1 to $0.7351 during the nine months ended September 30, 2024. Interest income was $60,578 for the nine months ended September 30, 2025, compared to $72,886 for the nine months ended September 30, 2024. The decrease of $12,308 was primarily due to short-term investment certificates being invested at a lower interest rate.
Liquidity and Capital Resources
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company has predominantly financed its ongoing operations through the sale of its equity securities by way of public offerings and private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements.
As at September 30, 2025, the Company had cash and cash equivalents of $2,277,809 compared to $992,487 at December 31, 2024. The increase of approximately $1.3 million resulted mainly from net financing activities of $3.8 million, partially offset by operating activities of $2.3 million and negative foreign exchange impact of $0.2 million.
Financing activities during the nine months ended September 30, 2025 consisted of the Private Placement pursuant to which the Company issued 8,192,031 common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.
Financing activities during the nine months ended September 30, 2024 consisted of a private placement that closed in January 2024 pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.
The Company had no cash flows from investing activities during the nine months ended September 30, 2025 and September 30, 2024.
As at September 30, 2025, the Company had working capital of $2,176,414 compared to working capital of $959,703 at December 31, 2024. The Company expects that it will operate at a loss for the foreseeable future but believes the current cash and cash equivalents will be sufficient to cover the anticipated 2025 work plan at the Livengood Gold Project. Additional financing will be required to satisfy its currently anticipated general and administrative costs through at least the next 12 months.
19
The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There can be no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern” included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.
Our anticipated expenditures for the year ending December 31, 2025 are approximately $3.7 million, which are expected to be funded from cash on hand. These expenditures include $0.9 million for mineral property leases and mining claim government fees and $2.8 million for general corporate and administrative purposes. Expenditures for mineral property leases and mining claims government fees are anticipated to be approximately $0.9 million in 2026 and $0.9 million in 2027. See Note 8 to the Company’s condensed consolidated interim financial statements included elsewhere in this report for further information regarding the Company’s known contractual obligations.
Critical Accounting Estimates
For a discussion of the accounting judgments and estimates that the Company’s management has identified as critical in the preparation of the Company’s financial statements, please see “Critical Accounting Estimates” under Part II. Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in the Company’s critical accounting estimates during the nine months ended September 30, 2025.
Environmental Regulations
The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.
Certain U.S. Federal Income Tax Considerations for U.S. Holders
The Company believes that it has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of September 30, 2025, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the Securities and Exchange Commission under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.
The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the nine months ended September 30, 2025, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
Exhibit Number
31.1*
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Interim Balance Sheets at September 30, 2025 and December 31, 2024, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Nine Months ended September 30, 2025 and 2024, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024, and (v) the Notes to the Condensed Consolidated Interim Financial Statements.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
+ Furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
International Tower Hill Mines Ltd.
By:
/s/ Karl L. Hanneman
Karl L. Hanneman
Chief Executive Officer
(Principal Executive Officer)
Date: November 7, 2025
/s/ David Cross
David Cross
Chief Financial Officer
(Principal Financial and Accounting Officer)